EQS-News: Continental AG
/ Key word(s): AGM/EGM
Continental Aktiengesellschaft
Hanover
ISIN: DE0005439004
Invitation to the Annual Shareholders' Meeting
We invite our shareholders to the
Annual Shareholders' Meeting
on Friday, April 25, 2025, at 10:00 a.m. (CEST),
to be held at the
Kuppelsaal, Hannover Congress Centrum, As usual, the Annual Shareholders' Meeting will be transmitted in full as an audio-visual livestream, also accessible to the general public, online at www.continental.com/en/agm. Information on the Annual Shareholders' Meeting, especially on the rights of the shareholders, can also be found under this link. Agenda Documents for the Annual Shareholders' Meeting
Resolution on the appropriation of net
Resolution on the ratification of the actions of the Executive Board members for fiscal
Resolution on the ratification of the actions of the Supervisory Board members for fiscal
Resolution on the appointment of the auditor and Group auditor and of the auditor for the review of interim financial reports for fiscal
5.1 PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hanover branch, is to be appointed auditor and Group auditor for fiscal 2025. 5.2 PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hanover branch, is to be appointed auditor for the review (if any) of interim financial reports to be performed in fiscal 2025.
6. Resolution on the appointment of the auditor of sustainability reporting for fiscal 2025 German legislation has yet to adopt Directive (EU) 2022/2464 (CSRD), which includes requirements governing sustainability reporting and its auditing, into national law, even though the deadline for implementation has passed. Article 37 of Directive 2006/43/EC (EU Audit Regulation) in the version of Directive (EU) 2022/2464 (CSRD) stipulates that the statutory auditor or audit firm for the purpose of confirming sustainability reporting shall be appointed by the general meeting of shareholders or members of the entity to be audited. It can be assumed accordingly that, pursuant to German law, the auditor of sustainability reporting is to be elected by the Annual Shareholders' Meeting.
8. Resolution on the approval of the Merger Agreement between Continental Aktiengesellschaft and Continental Automotive GmbH
9. Resolution on the approval of the Spin-off and Transfer Agreement between Continental Aktiengesellschaft and Continental Automotive Holding SE
(hereinafter collectively referred to as the "Spin-off Assets").
10. Resolution on the amendment to Section 10 of the Articles of Incorporation on reducing the size of the Supervisory Board Pursuant to Sections 96 (1), 101 (1) AktG and Section 7 (1) sentence 1 no. 3 of the German Co-Determination Act (MitbestG), the Supervisory Board of Continental Aktiengesellschaft is currently composed of ten shareholder representatives and ten employee representatives. After the proposed Spin-off (dealt with under agenda item 9) takes effect, Continental Aktiengesellschaft will likely fall under the size category defined in Section 7 (1) sentence 1 no. 2 MitbestG, according to which the Supervisory Board of companies with generally more than 10,000 but not more than 20,000 employees in Germany shall in principle be composed of eight Supervisory Board members representing the shareholders and eight Supervisory Board members representing the employees. To take this into consideration, the Articles of Incorporation are to be amended to stipulate that a Supervisory Board shall be formed as required by the applicable legal provisions. Consequently, the size of the Supervisory Board may be reduced, given that the number of employees will likely fall below the statutory threshold. A scaled-down Supervisory Board as provided for by the German Co-Determination Act will be proportionate to the size of the company that will result from the reorganization and will be expedient to the goal of more agile decision-making processes.
"The Supervisory Board is constituted according to statutory provisions. The members of the Supervisory Board shall be elected for a term not extending beyond the close of the Annual Shareholders' Meeting that passes the ratification for the fourth fiscal year following commencement of their term in office. The fiscal year in which their term of office begins is not counted." 11. Resolution on the amendment to Section 10 of the Articles of Incorporation on alignment to the requirements of the German Corporate Governance Code Section 10 (2) of the Articles of Incorporation allows the meeting chair, when electing the shareholder representatives to the Supervisory Board as well as any replacement members, to also conduct the vote using a list with nominations, and thus to hold an election on the basis of a list, rather than on the basis of individual appointment. This option has not been utilized, with a view to recommendation C.15 sentence 1 of the German Corporate Governance Code. The approach that is applied in practice is now to be embedded in the Articles of Incorporation for transparency purposes. The Executive Board and the Supervisory Board propose that the following resolution be adopted:
12. Resolution on the amendment to Section 10 of the Articles of Incorporation on making resignations of members of the Supervisory Board more flexible
13. Resolution on the amendment to Section 17 of the Articles of Incorporation on making the location of the Annual Shareholders' Meeting more flexible
"The Annual Shareholders' Meeting shall be held at the Company's registered office, at a German stock exchange or in a German city with a population of more than 150,000. In the case of a virtual Annual Shareholders' Meeting, sentence 1 shall not apply."
14. Resolution on the amendment to Section 21 (4) of the Articles of Incorporation on alignment to statutory provisions The German Stock Corporation Act provides for the option in Section 175 (2) sentence 4 AktG that the documents specified in Section 175 (2) AktG (annual financial statements, management report, consolidated financial statements, group management report, report of the Supervisory Board, proposal of the Executive Board on the appropriation of net income, individual financial statements approved by the Supervisory Board pursuant to Section 325 (2a) HGB, where appropriate) do not need to be available for inspection at the Company's offices if such documents are accessible on the Company's website from the time the Annual Shareholders' Meeting is convened onward. Section 21 (4) of the Articles of Incorporation does not reflect this option. Accordingly, Section 21 (4) of the Articles of Incorporation is to be deleted and the Articles of Incorporation aligned to the legal situation, which in turn will simplify access to the documents for shareholders and reduce the workload involved for the Company. The Executive Board and the Supervisory Board propose that the following resolution be adopted: Section 21 (4) of the Articles of Incorporation will be deleted entirely. II. Further information on agenda items 1. On agenda item 8: Merger Agreement between Continental Aktiengesellschaft and Continental Automotive GmbH The Merger Agreement is worded as follows: Merger Agreement between
- hereinafter referred to as Continental AG - and
- hereinafter referred to as Continental Automotive GmbH - Preamble Under this Agreement, Continental Automotive GmbH will be merged into Continental AG. According to the most recent shareholder list registered with the commercial register dated June 3, 2022, the sole shareholder of Continental Automotive GmbH, whose share capital of €503,000 is fully paid in, is Continental AG holding an interest in the amount of €503,000 in the company (shares no. 1 to 6). A domination and profit and loss transfer agreement dated March 27, 2001, as amended on March 15, 2023, is in place between Continental AG as the controlling company and Continental Automotive GmbH as the controlled company (the DPLTA I). Continental Automotive GmbH is currently the sole shareholder of Continental Automotive Technologies GmbH with registered office in Hanover (registered with the commercial register of the local court (Amtsgericht) of Hanover under HRB 3669; hereinafter referred to as CAT GmbH). A domination and profit and loss transfer agreement dated February 15, 2021, as amended on November 28, 2022, is in place between Continental Automotive GmbH as the controlling company and CAT GmbH as the controlled company (the DPLTA II). Furthermore, Continental Automotive GmbH holds 51% of the shares in Continental Caoutchouc-Export-GmbH (registered with the commercial register of the local court (Amtsgericht) of Hanover under HRB 204411); the remaining 49% of the shares are held by Continental AG. Continental Automotive GmbH does not have any employees. Continental AG intends to transfer CAT GmbH, together with its direct and indirect subsidiaries and participations, and the DPLTA II by way of a spin-off as transferring entity to Continental Automotive Holding SE as acquiring entity (the Spin-off) and to have Continental Automotive Holding SE listed as a separate group on the stock exchange. The merger envisaged by this agreement is to be implemented in preparation for the Spin-off because, as a result of the merger, Continental AG will become the sole shareholder of CAT GmbH. The plan is that the merger will first take effect as a result of its registration with the commercial register of Continental AG (in its capacity as acquiring entity under the merger) of the local court (Amtsgericht) of Hanover before the Spin-off will be registered with the commercial register of Continental AG (in its capacity as transferring entity under the Spin-off) of the local court of Hanover. This chronological order of the registrations with the commercial register will be ensured by a condition precedent in the Spin-off and Transfer Agreement between Continental AG and Continental Automotive Holding SE. Due to this chronological order, Continental AG will be the direct sole shareholder of CAT GmbH at the time of registration of the Spin-off with the commercial register of Continental AG as transferring entity and will be able to spin off its direct participation in CAT GmbH to Continental Automotive Holding SE. As a result of the merger, Continental AG will also become a party to the DPLTA II as the controlling company. It is intended that the DPLTA II will subsequently be transferred from Continental AG to Continental Automotive Holding SE by way of the Spin-off so that Continental Automotive Holding SE will replace Continental AG as the controlling company when the Spin-off takes effect. As a result of the merger, the DPLTA I will be extinguished by confusion. Furthermore, as a result of the merger, inter alia, the 51% participation held by Continental Automotive GmbH in Continental Caoutchouc-Export-GmbH will be transferred to Continental AG pursuant to Section 20(1) no. 1 UmwG and, as a consequence, Continental Caoutchouc-Export-GmbH will become a wholly-owned subsidiary of Continental AG. The Spin-off will not affect the ownership structure in Continental Caoutchouc-Export-GmbH resulting from the merger. Now, therefore, the parties agree as follows:
Continental Automotive GmbH shall transfer its entire assets including all rights and obligations (Assets) by dissolution without liquidation (Auflösung ohne Abwicklung) to Continental AG by way of a merger by absorption (Verschmelzung durch Aufnahme) pursuant to Section 2 no. 1 UmwG.
Since Continental AG as acquiring entity holds all shares in Continental Automotive GmbH as transferring entity, the merger will be effected without consideration (Section 20(1) no. 3 second half of sentence 1 UmwG). Therefore, the information on the exchange of the shares pursuant to Section 5(1) nos. 2 to 5 UmwG is not required (Section 5(2) UmwG). Pursuant to Section 68(1) sentence 1 no. 1 UmwG, the merger will also be effected without a capital increase at Continental AG.
The transfer of the Assets of Continental Automotive GmbH shall take effect between the parties with effect as at the end of December 31, 2024. From January 1, 2025, 0:00 hrs (Merger Effective Date) until the time when Continental Automotive GmbH ceases to exist pursuant to Section 20(1) no. 2 UmwG, all actions and transactions of Continental Automotive GmbH shall be treated as being those of Continental AG.
If the merger has not been registered with the commercial register of Continental AG by January 7, 2026, both parties may withdraw from this Merger Agreement. Withdrawal must be declared to the other party by registered letter with return receipt and the notary shall be informed in writing. The legal consequences of withdrawal are governed by Sections 346 et seq. BGB. In this case, the parties shall each bear half of the costs of this Agreement.
No membership rights are granted.
The costs incurred in connection with this Agreement and its closing shall be borne by Continental AG. If the merger does not take effect, the companies involved shall each bear half of the notary fees.
Should any provision of this Agreement be or become invalid, this shall not affect the validity of the remaining provisions of this Agreement. The Parties shall replace any invalid provision with a valid provision that comes closest to the economic result that the parties intended. The same applies if this Agreement contains any gap to be filled. This Agreement shall be governed by the laws of the Federal Republic of Germany. The place of jurisdiction is Hanover. 2. On agenda item 9: Spin-off and Transfer Agreement between Continental Aktiengesellschaft and Continental Automotive Holding SE The Spin-off and Transfer Agreement is worded as follows: Continental Aktiengesellschaft as transferring entity and Continental Automotive Holding SE as acquiring entity SPIN-OFF AND TRANSFER AGREEMENT March 13, 2025 Table of Contents List of Annexes Definitions Preamble I. Spin-off, Spin-off Effective Date and Closing Balance Sheet 1. Spin-off 2. Spin-off Effective Date and Effective Transfer Date for Tax Purposes 3. Closing Balance Sheet 4. Treatment of the Spin-off Assets for accounting purposes 5. Postponement of effective dates II. Spin-off Assets 6. Spin-off Assets and modalities for the transfer 7. Taking effect, Closing Date 8. Catch-all provisions 9. Creditor protection and internal settlement 10. Warranties III. Consideration and capital increase, special rights and benefits 11. Granting of shares, Trustee and capital increase 12. No granting of special rights 13. Granting of special benefits IV. Provisions under corporate law relating to CA Holding SE and Group Separation Agreement 14. Articles of association of CA Holding SE 15. Group Separation Agreement V. Consequences of the Spin-off for the employees and their representative bodies 16. Consequences of the Spin-off for the employees 17. Consequences of the Spin-off for the representative bodies of the employees under works constitution law 18. Consequences of the Spin-off for the co-determination in the supervisory board VI. Miscellaneous 19. Costs and taxes 20. Right of withdrawal 21. Final provisions List of Annexes Annex (E) Domination and Profit and Loss Transfer Agreement Annex 14 Articles of association of CA Holding SE Annex 15 Group Separation Agreement Definitions Definition AktG BetrVG CA GmbH CA Holding SE CAT GmbH Closing Balance Sheet Closing Date Continental AG Domination and Profit and Loss Transfer Agreement Effective Transfer Date for Tax Purposes Future Automotive Group Future Continental Group HGB KPIs LTI Plans Merger MitbestG Participation Parties Party SEBG Spin-off Spin-off and Transfer Agreement Spin-off Assets Spin-off Effective Date Tranche 1 Tranche 2 Trustee UmwG SPIN-OFF AND TRANSFER AGREEMENT (the Spin-off and Transfer Agreement) by and between
- Continental AG - and
- CA Holding SE, together with Continental AG the Parties and each a Party - Preamble
Now, therefore, the Parties agree as follows:
The closing balance sheet of the transferring entity pursuant to Sections 125(1) sentence 1, 17(2) UmwG shall be the annual balance sheet of Continental AG as at December 31, 2024, 24:00 hrs, which is part of the annual financial statements of Continental AG for the fiscal year 2024 which was audited by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft and was issued with an unqualified audit opinion (uneingeschränkter Bestätigungsvermerk) (the Closing Balance Sheet).
If the Spin-off has not been registered with the commercial register of Continental AG of the local court (Amtsgericht) of Hanover by the end of January 23, 2026, the following shall apply: in deviation from sec. 2 above, the Spin-off Effective Date shall be January 1, 2026, 0:00 hrs and the Effective Transfer Date for Tax Purposes shall be December 31, 2025, 24:00 hrs, and, in deviation from sec. 3 above, the balance sheet date for the Closing Balance Sheet of Continental AG shall be December 31, 2025, 24:00 hrs. If the registration is delayed further beyond January 23 of a following year, the effective dates shall be postponed in each case by another year in accordance with the above provision.
collectively referred to as the Spin-off Assets.
The shares to be granted pursuant to this sec. 11.1 are the 100,002,991 new shares created by way of the capital increase pursuant to sec. 11.3.
No rights are granted to individual shareholders or holders of special rights within the meaning of Section 126(1) no. 7 UmwG, and no measures within the meaning of Section 126(1) no. 7 UmwG are intended for such persons.
At the date of this Spin-off and Transfer Agreement, the executive board of CA Holding SE consists of two members. Philipp von Hirschheydt is also a member of the executive board of Continental AG and has an employment contract with Continental AG under which his current remuneration is paid. From the date of the planned stock exchange listing of the shares in CA Holding SE, the future employment contracts to be concluded with CA Holding SE are required to comply with the statutory rules of Art. 9(1)(c)(ii) SE Regulation in conjunction with Sections 87, 87a AktG for listed stock corporations and shall follow the recommendations of the German Corporate Governance Code in the version dated April 28, 2022. The remuneration system is designed as follows: The remuneration of the executive board members consists of fixed non-performance-related and variable performance-related components, with the level of remuneration being guided by the remuneration in comparable companies in the DAX/MDAX. The fixed non-performance-related remuneration components comprise the fixed annual salary which is paid in twelve equal monthly installments, additional benefits, such as the provision of a company car and the payment of insurance premiums, as well as a pension allowance. The variable performance-related remuneration components comprise a short-term remuneration component (Short Term Incentive or STI) as well as a long-term remuneration component (Long Term Incentive or LTI). In addition to these remuneration components, it is planned to grant a one-time spin-off bonus to each member of the executive board holding office when the Spin-off takes effect The terms of this spin-off bonus shall create an incentive to contribute to the success of the Future Automotive Group over the medium and long term. The spin-off bonus consists of the payment of a gross amount in two tranches. After the gross amount of the bonus has been paid out, the executive board members must invest the resulting net amount in shares of CA Holding SE. The target total value of the gross amount for both tranches is half of the fixed annual salary of the relevant executive board member. Depending on the development of the stock exchange price of the CA Holding SE share, the total volume of the spin-off bonus will be in a range of approximately €1.4 million to approximately €5.7 million. Apart from that, no special benefits within the meaning of Section 126(1) no. 8 UmwG are granted to members of the executive board or supervisory board of the entities involved in the Spin-off or to an auditor or spin-off auditor.
Continental AG and CA Holding SE have entered into the Group Separation Agreement (Konzerntrennungsvertrag) attached hereto in notarized form as Annex 15, which forms part of this Spin-off and Transfer Agreement.
In the event that the Spin-off has not taken effect by January 16, 2026 in accordance with sec. 7.1, each Party may withdraw (zurücktreten) from this Spin-off and Transfer Agreement by giving written notice to the other Party.
Annex (E) - Domination and Profit and Loss Transfer Agreement Profit and between Continental Automotive GmbH, and Continental Automotive Technologies GmbH, Preamble CA GmbH and CAT GmbH (still operating under the name UMG Beteiligungsgesellschaft mbh at the time of conclusion of the Agreement) entered into a profit and loss transfer agreement on February 15, 2021, effective for the fiscal year 2021 of CAT GmbH. The parties agree that this profit and loss transfer agreement should not form part of the assets spun off as part of the spin-off of the main business operations of CA GmbH to CAT GmbH through the spin-off and transfer agreement dated June 3, 2022, and therefore remains unchanged. With this amendment agreement, the parties intend to make only minor changes to the existing profit and loss transfer agreement, in particular to update the company names and insert a clarifying maturity provision. Should the previous profit and loss transfer agreement have been inadvertently transferred to CAT GmbH as part of the aforementioned spin-off and therefore have been terminated, the consistent contractual intent is hereby seamlessly continued without temporal interruption. Section 1
CA GmbH is therefore entitled to issue instructions to CAT GmbH's management with regard to the management of the company.
Section 2 (1) CAT GmbH undertakes to transfer its entire profit to CA GmbH. The provisions of Section 301 of the German Stock Corporation Act (Aktiengesetz - AktG) in its current version apply accordingly, and the maximum amount defined therein must be transferred. (2) CAT GmbH can, with the consent of CA GmbH, allocate amounts from the net income to other revenue reserves (Section 272 (3) of the German Commercial Code (Handelsgesetzbuch - HGB), provided this is permitted under commercial law and is economically justified based on a reasonable commercial assessment. Other revenue reserves established during the term of this agreement in accordance with Section 272 (3) HGB are to be reversed at the request of CA GmbH. (3) It is not permitted to transfer amounts from the reversal of other revenue reserves pursuant to Section 272 (3) HGB that were established before the start of this agreement, or from capital reserves. Section 3 The provisions of § 302 AktG as amended apply accordingly. § 4 The claims to the transfer of the profit according to Section 2 of this agreement and to the assumption of a net loss according to Section 3 of this agreement become due with effect from the end of the last day of each of CAT GmbH's fiscal years. Section 5 (1) CA GmbH's Annual Shareholders' Meeting and CAT GmbH's Annual Shareholders' Meeting must approve this agreement. (2) The agreement enters into force upon its entry in the commercial register of CAT GmbH's registered office and applies - with the exception of the right to issue instructions - retrospectively for the period from the beginning of CAT GmbH's fiscal year in which the entry is made. The right to issue instructions can be exercised after this agreement has been entered in the commercial register of CAT GmbH's registered office. (3) The agreement may be terminated as of the end of CAT GmbH's fiscal year subject to six months' notice, but no earlier than the end of the day on December 31, 2026. If not terminated, this agreement will be extended by a further fiscal year subject to the same notice period. (4) The right to terminate this agreement for good cause without observing a notice period remains unaffected. In particular, CA GmbH is entitled to terminate the agreement for good cause if it no longer holds a majority interest in CAT GmbH or in one of the cases regulated in R 14.5 (6) sentence 2 of the German Corporate Income Tax Rules of 2022 (Körperschaftsteuer-Richtlinien - KStR) or an administrative instruction replacing it. Section 6 The invalidity or unenforceability of one or more provisions of this agreement does not affect the validity of the other provisions. Hanover, November 28, 2022 Continental Automotive GmbH [Signature block Continental Automotive GmbH] Continental Automotive Technologies GmbH [Signature block Continental Automotive Technologies GmbH] Annex 14 - Articles of association of CA Holding SE Continental Automotive Holding SE Articles of Association Table of Contents Part I General Provisions Part II Share Capital and Shares Part III Constitution 1. The Executive Board 2. The Supervisory Board 3. The Shareholders' Meeting Part IV Annual Financial Statements and Allocation of Profits
The share capital of the Company amounts to €250,127,477.50. It is divided into 100,050,991 registered no-par value shares (auf den Namen lautende Stückaktien).
The Supervisory Board meetings are convened by the Chairperson or by its Deputy, stating the items on the agenda, as often as required by law or business. Meetings may be convened by invitations in writing, by telephone, in text form or in any other legally permissible form. It shall be issued with a notice period of two weeks. In urgent cases, the notice period may be shortened.
The Shareholders' Meeting shall take place at the registered office of the Company, in a German city with a stock exchange or in a German city with more than 150,000 residents. In the case of a virtual Shareholders' Meeting, sentence 1 does not apply.
The Annual Shareholders' Meeting which resolves on the discharge of the members of the Executive Board and the Supervisory Board, the appropriation of profits and the election of the auditors shall take place within the first six months of each fiscal year. The Shareholders' Meeting may resolve in favor of a distribution in kind instead of or in addition to a cash distribution.
Annex 15 - Group Separation Agreement Continental Aktiengesellschaft Continental Automotive Holding SE Continental Automotive Technologies GmbH GROUP SEPARATION AGREEMENT Table of contents Preamble I. Ensuring the continuation of the Automotive Group Sector 1. Allocation of assets, rights and obligations 2. Adjustment of the allocation 3. Conclusion of the agreements provided for in this Agreement 4. Capital resources of Automotive, intercompany liabilities II. Collateral, insurance benefits, third-party damage 5. Cross-Collateral 6. Insurance payments and compensation for third-party losses, insurance coverage 6 III. Liability and internal settlement obligations 7. Allocation of Legal Risks 8. Internal settlement and mutual indemnification IV. Cooperation 9. Obligations to cooperate 10. Surrender of documents and migration of data 11. Rights to inspection, access to data and retention periods 12. Special right of access to information 13. Financial reporting and other group reporting V. Pension plans, partial retirement, etc. 14. Transfer of pension plans 15. Insolvency protection for sabbatical and partial retirement models VI. Shared Contracts 16. Obligations to cooperate with regard to shared contracts VII. Material agreements between the Groups 17. Supply relationships 18. Services 19. Intellectual property rights VIII. Taxes 20. Exclusion of the application of other provisions under this Agreement to Taxes 21. Definitions for part VIII 22. Tax Indemnification Claim 23. Taxes in connection with the Spin-off 24. Provisions on other Taxes, in particular Pre-Effective Date Taxes 25. VAT 26. Payment of offsetting effects 27. Maturity of claims; limitation period for claims 28. Cooperation in tax matters 29. Real estate transfer tax notifications by mutual agreement; prior submission of a draft IX. Obligation to review agreements internally X. Further provisions 30. Confidentiality 31. Assertion of claims 32. Subsidies 33. Rebranding of the Automotive Group 34. Coordination Committee 35. Dispute resolution 36. Miscellaneous This Group Separation Agreement (the Agreement) is entered into by and between the following parties:
(CAG and CA Holding SE together the Parties and each a Party), with the accession to this Agreement, exclusively for the purposes of secs. 4.4 and 8.6, of
Preamble
Banking Day means each day on which the banks in Hanover and Frankfurt/Main are open for general business and on which cashless payment transactions are settled. Final Equity Contribution means the increase of the equity of CAT GmbH by contribution to the free capital reserves in accordance with Section 272(2) no. 4 HGB in an amount determined as follows: Target Cash and Cash Equivalents (i) minus available cash and cash equivalents of the Current Automotive Group, and (ii) plus net indebtedness owed by the Current Automotive Group to CAG and its other subsidiaries, in each case as at June 30, 2025. Group Company means companies which are group companies of a Party within the meaning of Section 18(1) of the German Stock Corporation Act (Aktiengesetz - AktG) immediately after the registration of the Spin-off or which become group companies thereafter, provided that Group Companies with regard to CAG shall not include the Group Companies of CA Holding SE. Target Cash and Cash Equivalents means the target amount for the cash and cash equivalents of the Current Automotive Group as at June 30, 2025, which, subject to an adjustment in accordance with sec. 4.4, is €1.5 billion. Now, therefore, the Parties agree as follows:
The Parties expect that the allocation of assets, rights and obligations between the Parties and their respective Groups was already determined prior to the Closing Date or in preparation for the Spin-off in such a way that the Parties and their respective Groups will be able to continue their respective activities to the same extent as before the Closing Date and that the functioning of each Group as a whole is secured. As far as necessary and apparent, the Parties already transferred (i) the business (including but not limited to assets, contracts and employees) as it was operated by the Automotive Group Sector of the Continental Group and all other activities attributable to the Automotive Group Sector, and (ii) all assets and employees as well as certain contracts, to companies of the Automotive Group.
If, after the Closing Date, an asset or a right that has been allocated to a company of one of the two Groups is needed by CAG or CA Holding SE or a company of the respective other Group in order to be able to continue its activities to the same extent as before the Closing Date or for the functioning of the respective Group as a whole, the Parties shall, with due regard to their mutual interests, procure that the allocation of the assets and rights will be adjusted and the necessary measures and legal acts will be performed so as to enable the continuation of the activities of CAG or CA Holding SE or a company of any of the two Groups to the same extent as before the Closing Date or that the functioning of the respective Group as a whole is ensured. This can be achieved, for example, by a transfer of an asset or right on arm's length terms (against payment, if applicable) or by granting a (joint, if applicable) right of use (against payment, if applicable).
By the Closing Date, the Parties shall, with due regard to their respective interests, to the extent permitted by law and to the extent reasonable and practicable, enter into the agreements provided for in secs. 17 to 19 of this Agreement on arm's length terms. The terms of these agreements shall be such that (i) CAG, CA Holding SE and the companies of the two Groups will be able to continue their respective activities to the same extent as before the Closing Date and (ii) the functioning of each Group as a whole is ensured. If it will appear subsequently that the agreements entered into fail to meet these requirements, the Parties shall, to the extent permitted by law and practicable, work towards an amendment of the agreements by mutual consent with due regard to their respective interests.
In the event that either Party is not subject to a full internal settlement obligation under sec. 8, the Parties shall endeavor to ensure that agreement is reached on the availing of a possibly existing option to terminate the relevant regulatory/judicial proceedings. The foregoing shall be without prejudice to right of the Party directly involved in the proceedings to take all procedural steps; the respective other Party shall not be entitled to any procedural steps being taken or not taken.
CAG shall endeavor to ensure that the trust agreement of June 21, 2006, as most recently amended, existing between Continental Pension Trust e.V. and CAT GmbH regarding the external funding and securing of pension claims and, in a security event, the (potential pro rata) satisfaction of pension claims existing at that time, will be transferred to Continental Automotive Pension Trust e.V. prior to the Closing Date, including the security assets relating to this trust agreement. Letters of intent from Continental Pension Trust e.V. and Continental Automotive Pension Trust e.V. in which they declare their intention to cooperate in the aforementioned transfer have been provided to the Parties.
CA Holding SE undertakes to enter into an agreement on insolvency protection for the claims of employees of the Automotive Group in connection with sabbaticals and partial retirement models, which is similar to the existing agreement of CAG in this regard.
The Parties have agreed that the Groups will enter into agreements by the Closing Date for the purchase of certain products of one Group that are required for the continued operation of the business of the respective other Group during a certain period after the Spin-off, in particular (i) a supply agreement for the production of air bellows at the Vahrenwald site, (ii) a supply agreement for the production of rubber brake hoses at the Korbach site, (iii) one or several framework supply agreement(s) for several products (e.g., precision sealing solutions and plastic injection molded parts) at several sites, and (iv) a supply agreement for the production of TTM 3 tire sensors at the Toulouse site.
CAG and/or other companies of the Continental Group and CA Holding SE and/or other companies of the Automotive Group shall enter into "Transitional Services Agreements", which may relate, for example, to services in the areas of HR, IT, purchasing and logistics, at the latest by the Closing Date. Under these Transitional Services Agreements, CAG and its Group Companies will enter into bilateral agreements ("Statements of Work") with CA Holding SE and its Group Companies on individual transition services (or categories of transition services).
With regard to Taxes, the provisions in this part VIII shall take precedence over the other provisions of this Agreement. In addition, the provisions in secs. 9.3, 10, 11, 31, 34 and 35 shall also apply to Taxes. All other provisions of this Agreement shall only apply to Taxes if and to the extent that this part VIII and secs. 9.3, 10, 11, 31, 34 and 35 do not contain more specific or conclusive provisions.
In this part VIII, the Parties agree how certain tax burdens shall be economically borne (economic allocation of taxes (wirtschaftliche Steuertragung)) between the Parties. If the Tax payable by a Party (together with the companies of its Group) under the applicable tax law (taking into account tax refunds) exceeds the Tax to borne by that Party under this Agreement, the other Party shall reimburse that Party (or - at the option of the Party asserting the claim - the relevant company of its Group) for the relevant difference ("Tax Indemnification Claim"). If the Tax payable under the applicable tax law (taking into account tax refunds) increases or decreases (for example, due to a tax audit or appeal proceedings) after a Tax Indemnification Claim has been settled, the calculation of the tax indemnification shall be adjusted accordingly and the difference resulting from the adjustment shall be paid to the respective entitled party.
(the Lump-Sum Settlement Approach).
CAG and CA Holding SE shall file any notifications required to be filed as a result of the Spin-off in accordance with Section 19 GrEStG upon mutual agreement. The Parties shall jointly prepare and agree on a draft of the real estate transfer tax notifications prior to the Closing Date so that the notifications can be filed in due time.
The Parties agree that any conclusion of agreements between a company of one Group and a company of the respective other Group is subject to a prior internal review of potential tax and legal risks by the parties to the relevant agreements.
The Parties agree that the Automotive Group will begin to change its branding with the assistance of the Continental Group during the first half of the year 2025 (Rebranding). CA Holding SE undertakes to implement the Rebranding at its own expense and in relation to the entire Automotive Group.
ANNEX 7.1 TO THE GROUP SEPARATION AGREEMENT EXAMPLES OF SECTOR-SPECIFIC LEGAL RISKS PURSUANT TO SEC. 7.1 Examples of Sector-Specific Legal Risks
ANNEX 7.2 TO THE GROUP SEPARATION AGREEMENT EXAMPLES OF LEGAL RISKS PURSUANT TO SEC. 7.2 Examples of Legal Risks pursuant to sec. 7.2
1. Company website and documents and information accessible on said website
Total number of shares and voting rights
Requirements for participating in the Annual Shareholders' Meeting and for exercising voting rights, Record Date and its significance
Procedure for submitting votes by absentee voting
Proxy voting procedure
a) Granting proxy to third parties
b) Granting proxy to intermediaries or to one of the equivalent persons or institutions pursuant to Section 135 (8) AktG
c) Procedure for submitting votes by proxy holders appointed by the Company
6. Information on shareholders' rights Minority's right to add items to the agenda pursuant to Section 122 (2) AktG
Countermotions or nominations by shareholders pursuant to Sections 126 (1) and 127 AktG
Right of shareholders to receive information pursuant to Section 131 (1) AktG
d) Further information on shareholder rights
Transmission of the Annual Shareholders' Meeting online
Data protection
Hanover, March 2025 Continental Aktiengesellschaft The Executive Board 19.03.2025 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group. |
| Language: | English |
| Company: | Continental AG |
| Continental-Plaza 1 | |
| 30175 Hannover | |
| Germany | |
| Phone: | +49 (0)511 938-13650 |
| Fax: | +49 (0)511 938-1080 |
| E-mail: | ir@conti.de |
| Internet: | www.Continental.com |
| ISIN: | DE0005439004 |
| WKN: | 543900 |
| Indices: | DAX |
| Listed: | Regulated Market in Frankfurt (Prime Standard), Hamburg, Hanover, Stuttgart; Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Tradegate Exchange; Luxembourg Stock Exchange, SIX |
| EQS News ID: | 2103268 |
| End of News | EQS News Service |
2103268 19.03.2025 CET/CEST
© 2025 EQS Group
